OPTOMED PLCINSIDE INFORMATION 10 December 2025, at 10 p.m. EET
Inside information: Optomed Plc successfully completes directed share issue
raising approximately EUR 6.0 million
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AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors (the “Board”) of Optomed Plc (“Optomed” or the “Company”)
has decided in its meeting today, 10 December 2025, by virtue of the
authorisation granted by the Annual General Meeting of the Company on 9 May
2025, to issue up to 1,760,000 new shares in the Company (the “Shares”) to a
limited number of Finnish institutional and qualified investors in deviation of
the pre-emptive subscription rights of the shareholders (the “Share Issue”). The
Share Issue was also directed to certain current shareholders of the Company in
order to ensure the successful completion of the Share Issue.
As previously announced, the Company successfully launched Optomed Lumo, a
handheld fundus camera, in the third quarter of 2025. Positive early-stage
feedback strengthens the Company's position in the rapidly growing oculomics
market. Optomed Lumo has received FDA PJZ classification, which enables its
marketing in the United States as a Class II fundus camera without a lengthy
approval process. However, in order to obtain an FDA clearance to sell and
market Optomed Lumo with a Diabetic Retinopathy AI such as AEYE Health's used in
Optomed Aurora AEYE, the Company needs to complete clinical trials. In the
current competitive market environment, obtaining additional financing quickly
is critical for the ability of the Company to ramp-up production, start
regulatory clearance processes, and improve sales of its products with the aim
of improving the Company's net cash flows on a sustainable basis.
According to the assessment of the Company, the Share Issue most effectively
advances the Company's objectives when compared to alternative equity financing
arrangements. The Board has evaluated other financing alternatives, including
various capital markets financing options. In the Board's assessment, such
alternatives entail significant costs, extended implementation timelines and
material execution uncertainties that would not serve the interests of the
Company and its shareholders particularly in light of the Company's capital
requirements and the imperative to expeditiously advance the Company's business
operations to capitalize its market position. Therefore, the Board of the
Company has considered that there is a weighty financial reason for the Company
to derogate from the shareholders' pre-emptive subscription rights, and
according to the Board of the Company, the Share Issue serves the interests of
the Company and its shareholders. The Board has accepted the terms and
conditions of the Share Issue and the subscriptions made in accordance with the
terms and conditions of the Share Issue.
A total of 1,760,000 Shares were subscribed for in the Share Issue. The Company
expects to receive gross proceeds of approximately EUR 6.0 million as a result
of the Share Issue. The investors include Finnish qualified and institutional
investors.
The subscription price was EUR 3.40 per Share. The subscription price represents
a discount of approximately 11.1 per cent compared to the closing price of the
Company's share on 10 December 2025. The subscription price has been determined
through negotiations corresponding to a bookbuilding, involving a limited number
of institutional and qualified investors. The investors have been identified on
the basis of their investment potential, expertise in the Company and its
industry, and knowledge of the Finnish market. The purpose of the procedure has
been to ensure the realisation of the financing arrangement and the subscription
price being market based. The subscription price will be credited in full to the
Company's reserve for invested unrestricted equity.
Petri Salonen, Optomed Chairman comments:
“As the Company is focusing on growth and expansion, this financing will support
us in advancing new AI algorithm initiatives related to Lumo in the United
States and their commercialisation efforts. Moreover, the financing will allow
us to expand our AI services offering globally in line with our strategy.”
After the subscribed Shares have been registered in the Finnish Trade Register,
the number of shares in the Company is expected to be 21,453,297. The subscribed
Shares correspond to approximately 8.9 per cent of all of Optomed's shares and
votes immediately prior to the Share Issue and to approximately 8.2 per cent
after the Share Issue.
The Shares will be registered in the Finnish Trade Register on or about 12
December 2025, and trading in the Shares together with the existing shares is
expected to commence on Nasdaq Helsinki Ltd on or about 15 December 2025.
Further enquiries
Juho Himberg, CEO, juho.himberg@optomed.com
Distribution
Nasdaq Helsinki Ltd
Principal media
www.optomed.com
Optomed in Brief
Optomed is a Finnish medical technology company and one of the leading providers
of handheld fundus cameras. Optomed combines handheld cameras with software and
artificial intelligence with the aim to transform the diagnostic process of
blinding eye diseases such as rapidly increasing diabetic retinopathy. In its
business Optomed focuses on eye screening devices and software solutions related
R&D in Finland and sales through different channels in over 60 countries.
APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
The Board of Directors of Optomed Plc (the “Company”) has in its meeting of 10
December 2025, by virtue of the authorisation granted by the Annual General
Meeting of the Company on 9 May 2025, resolved that the Company shall issue up
to 1,760,000 new shares of the Company (the “Shares”) by a directed share issue.
The Shares will be issued on the following terms and conditions:
1 Subscription
Up to 1,760,000 new Shares shall be issued in the share issue. The Shares are
offered to be subscribed for by institutional and qualified investors obtained
by the manager of the share issue, UB Asset Management Ltd, in deviation from
the pre-emptive subscription rights of the shareholders set forth in Chapter 9,
Section 3 of the Finnish Companies Act.
2 Subscription price and its entry into balance sheet
The subscription price for the Shares is EUR 3.40 per Share. The subscription
price for the Shares has been determined through negotiations corresponding to a
bookbuilding, involving a limited number of institutional and qualified
investors. In the subscription price determination, the recent market trading,
investor feedback and subscription indications received by the manager have been
taken into account. The Board of Directors of the Company has considered the
subscription price to represent the fair value of the Shares from the point of
view of the Company and all its shareholders.
The subscription price will be credited in full to the Company's reserve for
invested unrestricted equity.
3 Place of subscription
The subscription shall be made during the meeting of the Board of Directors of
the Company on 10 December 2025. The Company reserves the right to reject,
partly or entirely, any subscription made if the subscription has not been made
in accordance with these terms and conditions. No interest shall be paid to
funds returned by the Company in case a subscription is partly or entirely
rejected.
4 Terms of payment
The subscription price of the Share shall be paid at the latest on 12 December
2025, 12:00 noon EET, in accordance with the approval of the allocation by the
Board of Directors of the Company, unless the Board of Directors of the Company
in its discretion resolves to grant an extension to the payment period.
5 Right to dividend and other rights
The Shares carry a right to dividend and other shareholder rights as from the
date they are registered with the Finnish Trade Register and entered into the
book-entry system maintained by Euroclear Finland Oy.
6 Reasons for deviating from the pre-emptive
subscription rights of the shareholders
According to the assessment of the Company, the share issue most effectively
advances the Company's objectives when compared to alternative equity financing
arrangements. The Board of Directors has evaluated other financing alternatives,
including various capital markets financing options. In the Board of Directors'
assessment, such alternatives entail significant costs, extended implementation
timelines and material execution uncertainties that would not serve the
interests of the Company and its shareholders particularly in light of the
Company's capital requirements and the imperative to expeditiously advance the
Company's business operations to capitalize its market position. Therefore, the
Board of Directors of the Company has considered that there is a weighty
financial reason for the Company to derogate from the shareholders' pre-emptive
subscription rights, and according to the Board of Directors of the Company, the
share issue serves the interests of the Company and its shareholders.
7 Registration of shares to book-entry accounts and
trading
The Shares subscribed for in the share issue shall be issued as book-entries in
the book-entry system maintained by Euroclear Finland Oy.
The Shares are expected to be registered with the Finnish Trade Register on or
about 12 December 2025. The new Shares are freely transferable.
The Company will apply for filing of the new Shares, subscribed through the
share issue, to be listed on the official list of Nasdaq Helsinki Ltd and traded
equally with the other shares of the Company.
8 Other terms
The share issue shall be governed by the laws of Finland. Any disputes arising
in connection therewith shall be settled by a court of competent jurisdiction in
Finland.
The Board of Directors of the Company will decide on other matters related to
the share issue and practical arrangements resulting therefrom.
Important notice
Forward-Looking Statements
This release contains forward-looking statements, including, without limitation,
statements regarding Optomed's strategy, business plans and focus. The words
“may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“target” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this release are based on
management's current expectations and beliefs and are subject to a number of
risks, uncertainties and important factors that may cause actual events or
results to differ materially from those expressed or implied by any forward
-looking statements contained in this release, including, without limitation,
any related to Optomed's business, operations, supply chain, strategy, goals and
anticipated timelines and competition from other companies. Optomed cautions you
not to place undue reliance on any forward-looking statements, which speak only
as of the date they are made. Optomed disclaims any obligation to publicly
update or revise any such statements to reflect any change in expectations or in
events, conditions or circumstances on which any such statements may be based,
or that may affect the likelihood that actual results will differ from those set
forth in the forward-looking statements. Any forward-looking statements
contained in this release represent Optomed's views only as of the date hereof
and should not be relied upon as representing its views as of any subsequent
date.
Important notice
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into Australia, Canada, The Hong Kong Special Administrative Region of the
People's Republic of China, Japan, New Zealand, Singapore, South Africa or the
United States or in or into any other jurisdiction in which publishing or
distributing would be prohibited by applicable law. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.
This release and the Share Issue are only addressed to and directed at persons
in member states of the European Economic Area (each a “Relevant State”) who are
“Qualified Investors” within the meaning of Article 2(e) of the Prospectus
Regulation. The securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, Qualified Investors. This release should not be acted upon
or relied upon in any Relevant State by persons who are not Qualified Investors.
For the purposes of this release, the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.
This release does not constitute an offer of the securities to the public in the
United Kingdom. No prospectus has been or will be approved in the United Kingdom
in respect of the securities. This release is only being distributed to and is
only directed at persons outside the United Kingdom, or persons in the United
Kingdom who are “Qualified Investors” within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”) who are (i) investment
professionals within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net
worth entities, and other persons to whom this release may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “Relevant Persons”). This release must not
be acted on or relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this release relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Any person
who is not a Relevant Person should not act or rely on this release or any of
its contents.
This release does not constitute an offer for sale of securities in the United
States. The shares may not be offered or sold within the United States absent of
registration or an exemption under the U.S. Securities Act 1933 (as amended).
The Company has not registered, and it does not intend to register, any portion
of the offering in the United States, and it does not intend to conduct a public
offering in the United States.
UB Clairfield Corporate Finance Ltd acts as the Company's financial adviser and
UB Asset Management Ltd as the place of subscription. UB Asset Management Ltd
does not recognise any other party as its client and is not responsible with
respect to advice on the Share Issue or any other matter mentioned in this
announcement towards any other party than the Company.
Information to Distributors
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that such Shares
are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the “Target Market
Assessment”). Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Shares may decline and investors could lose all or
part of their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or
in conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to any offering of the
Shares. Furthermore, it is noted that, notwithstanding the Target Market
Assessment, UB Asset Management Ltd will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market assessment
in respect of the Shares and determining appropriate distribution channels.